INDENTURE Dated as of September 19, 2019 Among CARLYLE FINANCE SUBSIDIARY L.L.C., THE GUARANTORS NAMED HEREIN and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeIndenture • September 19th, 2019 • Carlyle Group L.P. • Investment advice • New York
INDENTURE, dated as of September 19, 2019, among CARLYLE FINANCE SUBSIDIARY L.L.C., a limited liability company duly organized and existing under the laws of Delaware (herein called the “Company”), each of the Guarantors named herein (the “Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (herein called the “Trustee”).
Form of Global Restricted Stock Unit AgreementGlobal Restricted Stock Unit Agreement • May 7th, 2024 • Carlyle Group Inc. • Investment advice • New York
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE CARLYLE GROUP L.P.Limited Partnership Agreement • May 8th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE CARLYLE GROUP L.P. dated as of May 8, 2012, is entered into by and among Carlyle Group Management L.L.C., a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
JOINT FILING AGREEMENTJoint Filing Agreement • February 10th, 2023 • Carlyle Group Inc. • Investment advice
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
THE CARLYLE GROUP L.P. FORM OF GLOBAL DEFERRED RESTRICTED COMMON UNIT AGREEMENT FOR OTHER EXECUTIVE OFFICERSGlobal Deferred Restricted Common Unit Agreement • May 1st, 2019 • Carlyle Group L.P. • Investment advice • New York
NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT Dated as of the 22nd day of December 2020, between WESTWIND ACQUISITION COMPANY, L.L.C. as Lessor, and CARLYLE INVESTMENT MANAGEMENT L.L.C. as Lessee, concerning one Gulfstream G650ER aircraft bearing U.S....Non-Exclusive Aircraft Lease Agreement • February 11th, 2021 • Carlyle Group Inc. • Investment advice
This NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT (the "Agreement") is entered into as of December 22, 2020 (the "Effective Date"), by and between WESTWIND ACQUISITION COMPANY, LLC. ("Lessor"), and CARLYLE INVESTMENT MANAGEMENT L.L.C. ("Lessee").
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CARLYLE HOLDINGS I L.P. Dated as of May 2, 2012Limited Partnership Agreement • May 8th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Carlyle Holdings I L.P. (the “Partnership”) is made as of the 2nd day of May, 2012, by and among Carlyle Holdings I GP Sub L.L.C., a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • February 12th, 2020 • Carlyle Group Inc. • Investment advice • New York
THIS SECOND SUPPLEMENTAL INDENTURE, effective as of January 1, 2020 (the “Supplemental Indenture”), among CARLYLE FINANCE L.L.C., a limited liability company duly organized and existing under the laws of the State of Delaware (the “Issuer”), THE CARLYLE GROUP INC. (f/k/a The Carlyle Group L.P.), a corporation duly organized and existing under the laws of the State of Delaware (the “Corporation”), CARLYLE HOLDINGS I L.P., a Delaware limited partnership (“Carlyle Holdings I”), CARLYLE HOLDINGS II L.P., a Québec société en commandite duly organized and existing under the laws of Québec (“Carlyle Holdings II”), CARLYLE HOLDINGS III L.P., a Québec société en commandite duly organized and existing under the laws of Québec (“Carlyle Holdings III” and, together with the Corporation, Carlyle Holdings I and Carlyle Holdings II, the “Guarantors”), CG SUBSIDIARY HOLDINGS L.L.C., a Delaware limited liability company (“CG Subsidiary” or a “New Guarantor”), CARLYLE HOLDINGS II L.L.C., a Delaware limi
VOTING, SUPPORT AND STANDSTILL AGREEMENTVoting, Support and Standstill Agreement • January 23rd, 2023 • Carlyle Group Inc. • Investment advice • Delaware
VOTING, SUPPORT AND STANDSTILL AGREEMENT, dated as of January 12, 2023 (this “Agreement”), between Bulldog Investors, LLP, a Delaware limited liability partnership (the “Shareholder”), Carlyle Global Credit Investment Management, L.L.C., a Delaware limited liability company (“Carlyle”), and Vertical Capital Income Fund, a Delaware statutory trust (“VCIF” and, together with the Shareholder and Carlyle, the “Parties”).
THE CARLYLE GROUP L.P. UNDERWRITING AGREEMENT 16,000,000 5.875% Series A Preferred Units September 6, 2017Underwriting Agreement • September 7th, 2017 • Carlyle Group L.P. • Investment advice • New York
The Carlyle Group L.P., a Delaware limited partnership (the “Partnership”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 16,000,000 of its 5.875% Series A Preferred Units, (the “Units”), representing limited partner interests in the Partnership with a liquidation preference of $25.00 (the “Series A Preferred Units”).
STOCKHOLDER AGREEMENTStockholder Agreement • January 2nd, 2020 • Carlyle Group L.P. • Investment advice • Delaware
This Stockholder Agreement is entered into as of January 1, 2020 by and between The Carlyle Group Inc., a Delaware corporation (the “Company”) and the undersigned stockholder (the “Stockholder Founder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2013 • Carlyle Group L.P. • Investment advice • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 22, 2013, by and among YRC Worldwide Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Purchasers’ signature page hereto (each a “Purchaser”, and collectively, the “Purchasers”). The Company and the Purchasers are sometimes referred to herein collectively as the “Parties” and each of them individually, as a “Party”).
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN ARTICLE II OF THIS WARRANTWarrant Agreement • December 8th, 2015 • Carlyle Group L.P. • Investment advice • Delaware
This Warrant is issued in connection with that certain Agreement and Plan of Merger, dated as of June 24, 2014 (the “Merger Agreement”), by and among the Company, SBG Universe Brands, LLC, Universe Galaxy Merger Sub, Inc., Galaxy Brand Holdings, Inc., solely in its capacity as the Stockholder Representative (as defined in the Merger Agreement) Carlyle Equity Opportunity GP, L.P, and, for purposes of Section 6.5(b) only, Carlyle Galaxy Holdings, L.P.
FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CARLYLE HOLDINGS I L.P. Dated as of _______, 2012Limited Partnership Agreement • April 16th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Carlyle Holdings I L.P. (the “Partnership”) is made as of the ___ day of _______, 2012, by and among Carlyle Holdings I GP Sub L.L.C., a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.
FORM OF GLOBAL DEFERRED RESTRICTED COMMON UNIT AGREEMENTGlobal Deferred Restricted Common Unit Agreement • May 1st, 2019 • Carlyle Group L.P. • Investment advice • New York
CARLYLE FINANCE L.L.C. UNDERWRITING AGREEMENT $65,000,000 4.625% Subordinated Notes due 2061 June 4, 2021Underwriting Agreement • June 8th, 2021 • Carlyle Group Inc. • Investment advice • New York
Carlyle Finance L.L.C., a Delaware limited liability company (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $65,000,000 aggregate principal amount of its 4.625% Subordinated Notes due 2061 (the “Notes”). The Notes are to be issued pursuant to the provisions of an indenture, dated as of May 11, 2021 (the “Base Indenture”), among the Company, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented by the first supplemental indenture thereto, dated as of May 11, 2021 (the “First Supplemental Indenture”), and as further supplemented by the second supplemental indenture thereto, dated as of June 8, 2021 (the “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”) among the Company, the Guarantors and the Truste
CARLYLE GROUP MANAGEMENT L.L.C. AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of ________, 2012Limited Liability Company Agreement • March 15th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of CARLYLE GROUP MANAGEMENT L.L.C. (the “Company”), dated as of __________, 2012, by and among the Members of the Company on the date hereof, and such other persons that are admitted to the Company as members of the Company after the date hereof in accordance herewith.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF [NAME OF PARTNERSHIP]Limited Partnership Agreement • February 14th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of [NAME OF PARTNERSHIP], a Delaware limited partnership (the “Partnership”), is entered into by and among the Partners (as defined below) on [____], 2012, effective as of [____], 2012 (the “Effective Date”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2013 • Carlyle Group L.P. • Investment advice
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them of SS&C Technologies Holdings, Inc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.
U.S.$1,250,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 30, 2011 among TC GROUP INVESTMENT HOLDINGS, L.P. TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. TC GROUP CAYMAN, L.P. CARLYLE INVESTMENT MANAGEMENT L.L.C. as Borrowers...Credit Agreement • March 15th, 2012 • Carlyle Group L.P. • Investment advice • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 30, 2011, among TC GROUP INVESTMENT HOLDINGS, L.P., a Delaware limited partnership, TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P., a Cayman Islands exempted limited partnership, TC GROUP CAYMAN, L.P., a Cayman Islands exempted limited partnership, and CARLYLE INVESTMENT MANAGEMENT L.L.C., a Delaware limited liablity company (individually, a “Borrower”, and collectively, the “Borrowers”), TC GROUP, L.L.C., a Delaware limited liability company (the “Parent Guarantor”, and together with the Borrowers, the “Obligors”), the LENDERS party hereto, and CITIBANK, N.A. (“Citibank”), as Administrative Agent and Collateral Agent.
NONCOMPETITION AGREEMENTNoncompetition Agreement • March 15th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
This Amended and Restated Noncompetition Agreement, dated as of February 1, 2001 (“Agreement”), is made by and among TC Group, L.L.C., a Delaware limited liability company (“US Management Fee Entity”), TC Group Investment Holdings, L.P., a Delaware limited partnership (“US Carried Interest Entity”), TC Group Cayman, L.P., a Cayman Island exempted limited partnership (“International Management Fee Entity”) and TC Group Cayman Investment Holdings, L.P., a Cayman Island exempted limited partnership (“International Carried Interest Entity” and, together with US Carried Interest Entity, US Management Fee Entity and International Management Fee Entity, the “Carlyle Parent Entities”) and Daniel A. D’Aniello (the “Partner”).
CARLYLE GROUP MANAGEMENT L.L.C. SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 13, 2017Limited Liability Company Agreement • September 13th, 2017 • Carlyle Group L.P. • Investment advice • Delaware
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of CARLYLE GROUP MANAGEMENT L.L.C. (the “Company”), dated as of September 13, 2017, by and among the Members of the Company on the date hereof, and such other persons that are admitted to the Company as members of the Company after the date hereof in accordance herewith.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 8, 2012 is by and among The Carlyle Group L.P., a Delaware limited partnership (the “Company”), and those holders of equity securities of the Company or of securities convertible or exchangeable into or exercisable for equity securities of the Company whose signatures appear on the signature pages hereto (the “Holders”). For the purposes of this Agreement, the term “Company” shall be deemed to include and refer to any successor in interest to the Company (whether by merger, conversion, recapitalization or otherwise), the equity securities of which are owned by the Holders in substantially the same proportion as the Holders owned equity interests in the Company.
January 1, 2020 Kewsong Lee c/o The Carlyle Group Washington, D.C. 20004 Dear Mr. Lee:Employment Agreement • January 2nd, 2020 • Carlyle Group L.P. • Investment advice
This letter agreement is intended to amend your Employment Agreement with The Carlyle Group Employee Co., L.L.C. (the “Employer”), dated as of October 23, 2017 (the “Employment Agreement”) to reflect the contemplated conversion of The Carlyle Group L.P. into a Delaware corporation, effective as of January 1, 2020 (the “Conversion Date”). Capitalized terms used herein without definition have the meanings assigned to such terms under your Employment Agreement.
OPERATING EXECUTIVE CONSULTING AGREEMENTOperating Executive Consulting Agreement • November 13th, 2012 • Carlyle Group L.P. • Investment advice • Delaware
THIS OPERATING EXECUTIVE CONSULTING AGREEMENT (this “Agreement”) is entered into by and between Carlyle Investment Management L.L.C., a Delaware limited liability company (the “Company”), and James H. Hance (the “Consultant”) as of November 1, 2012 (the “Commencement Date”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 3rd, 2019 • Carlyle Group L.P. • Investment advice • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 19, 2019 by and among Origin Investment Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands (“Purchaser”), and Thunderbird Capital Limited, an entity organized under the laws of the British Virgin Islands (“Seller”). Each of Purchaser and Seller is hereinafter referred to individually as a “Party” and collectively as the “Parties.”
EXCHANGE AGREEMENTExchange Agreement • December 30th, 2013 • Carlyle Group L.P. • Investment advice • New York
This EXCHANGE AGREEMENT (this “Agreement”), dated as of December 22, 2013, is by and among YRC Worldwide Inc. (the “Company”) and each entity or account listed on Appendix A hereto (a “Holder” and, solely for ease of reference, collectively, the “Holders”). The Company and the Holders are sometimes referred to herein collectively as the “Parties” and each of them, individually, as a “Party.”
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE CARLYLE GROUP L.P. Dated as of September 13, 2017Limited Partnership Agreement • September 13th, 2017 • Carlyle Group L.P. • Investment advice • Delaware
This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE CARLYLE GROUP L.P. dated as of September 13, 2017, is entered into by and among Carlyle Group Management L.L.C., a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CARLYLE HOLDINGS II L.P. Dated as of September 13, 2017Limited Partnership Agreement • September 13th, 2017 • Carlyle Group L.P. • Investment advice • Delaware
This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Carlyle Holdings II L.P. (the “Partnership”) is made as of the 13th day of September, 2017, by and among Carlyle Holdings II GP L.L.C., a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.
THE CARLYLE GROUP L.P. GLOBAL DEFERRED RESTRICTED COMMON UNIT AGREEMENTGlobal Deferred Restricted Common Unit Agreement • February 27th, 2014 • Carlyle Group L.P. • Investment advice • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 30th, 2013 • Carlyle Group L.P. • Investment advice • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 22, 2013, is by and among YRC Worldwide Inc., a Delaware corporation with its principal executive offices currently located at 10990 Roe Avenue, Overland Park, Kansas 66211 (the “Company”), and each entity or account listed on Annex I hereto (each a “Buyer,” and solely for ease of reference, collectively, the “Buyers”). The Company and the Buyers are sometimes referred to herein collectively as the “Parties” and each of them, individually, as a “Party.”
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CARLYLE HOLDINGS III L.P. Dated as of September 13, 2017Limited Partnership Agreement • September 13th, 2017 • Carlyle Group L.P. • Investment advice
This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Carlyle Holdings III L.P. (the “Partnership”) is made as of the 13th day of September, 2017, by and among Carlyle Holdings III GP Sub L.L.C., a limited liability company formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership.
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 7th, 2024 • Carlyle Group Inc. • Investment advice • New York
ARTICLE IDEFINITIONS SECTION 1.01Defined Terms ........................................................................................................................ 5 SECTION 1.02Terms Generally ..................................................................................................................... 25 SECTION 1.03Accounting Terms; GAAP; Calculation of Debt to Equity Ratio .......................................... 25 SECTION 1.04Divisions ................................................................................................................................. 26 ARTICLE IITHE COMMITMENTS SECTION 2.01The Loans ............................................................................................................................... 26 SECTION 2.02Letter of Credit Facility .......................................................................................................... 28 SECTION 2.03Fees ................................................................
EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2018 • Carlyle Group L.P. • Investment advice
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Employer and Employee on the Effective Date. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement, have the meanings given to such terms in the Appendix of Key Terms, which is attached to this Agreement as Attachment 1, and is considered a part of this Agreement for all purposes and is incorporated herein by reference.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 22nd, 2015 • Carlyle Group L.P. • Investment advice • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 30, 2015, is entered into by and among CB Shine Holdings, LLC, a Delaware limited liability company (“Parent”), CB Shine Merger Sub, Inc., a Delaware corporation and a Subsidiary of Parent (“Merger Sub”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
